Notice and Information Brochure

Transcription

1 Notice and Information Brochure Combined General Meeting Compagnie Générale de Géophysique-Veritas Friday, May 3, 2013 at 9:30 am Centre Eurosites George V 28 avenue George V Paris cgg.com

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45 2006 Plan 2007 Plan 2008 Plan 2009 Plan 2010 Plans 2011 plan 2012 plan Total Date of the Board of Directors meeting 05/11/ /23/ /14/ /16/ /06/ /22/ /21/ /24/ /26/2012 Number of beneficiaries Total number of shares (1) that can be subscribed, Out of which the number can be exercised by: Executive Officers : 1,012,500 1,308,750 1,188,500 1,327, ,000 1,548, ,000 1,164,363 1,410,625 9,299,888 Robert Brunck 150, , , , , , ,016,667 Jean-Georges Malcor 220, , , , ,833 Stéphane-Paul Frydman 50,000 50,000 40,000 40,000 60,000 45, , ,000 Pascal Rouiller 50,000 50,000 40,000 40,000 60,000 45, , ,000 Start date of options exercise 05/12/ /24/ /15/ /17/ /07/ /23/ /22/ /25/ /26/2014 Expiration date 05/15/ /23/ /14/ /16/ /06/ /22/ /21/ /24/ /26/2020 Subscription price (in ) (1)(2) (4) ,21 17,84 - Options - Options accrue rights - Options - Options - Options - Options - Options - Options accrue rights by half accrue rights accrue rights accrue rights accrue rights accrue rights accrue rights by fourth immediately by third every by third every by third every by third every by third every by third every every year and by fourth year during year during year during year during year during year during during the every year the first three the first three the first three the first three the first three the first three first four during the two years; years; years; years; years; years; years; following years; Exercise rules (when the plan provides for several batches of options) - prohibition to sell or transfer shares before May 12, prohibition to sell or transfer his shares before March 24, 2011 for French tax residents. - prohibition to sell or transfer his shares before March 15, 2012 for French tax residents. - prohibition to sell or transfer his shares before March 17, 2013 for French tax residents. - prohibition to sell or transfer his shares before January 7, prohibition to sell or transfer his shares before March 23, 2014 for French tax residents. - prohibition to sell or transfer his shares before October 21, 2014 for French tax residents. - prohibition to sell or transfer his shares before March 24, 2011 for French tax residents. - Options accrue rights in three batches (50% after 2 years, 25% after 3 years and 25% after 4 years) - prohibition to sell or transfer his shares before June 26, 2016 for French tax residents. Number of shares subscribed as at March 31, 2013 (3) 2,500 2, , , ,804 Cumulated number of stock-options which were cancelled or lapsed (3) 15,861 93, ,160 89, , , ,192 Remaining stock-options as at March 31, 2013 (4) 1,001,048 1,221,425 1,120, , ,538 1,426, ,291 1,150,227 1,483,484 8,649,479 Out of which the remaining number is held by: Executive officers Robert Brunck 157, , , , ,493 70, ,048,930 Jean-Georges Malcor 231, , , , ,377 Stéphane-Paul Frydman 52,622 52,623 42,098 37,072 63,149 47, , ,168 Pascal Rouiller 52,622 52,623 42, ,149 47, , ,096 (1) Considering the adjustments done further to the five-for-one stock split effective as of June 3, (2) The subscription price corresponds to the average of the opening share prices of the share on the last twenty trading days prior to the meeting of the Board of Directors granting the options. (3) Without taking into account the various adjustments that have occurred after the implementation of the plans. (4) Considering the adjustments done further to the capital increase of October 23, 2012.

46 Share capital increases Authorizations in force during 2012 fiscal year Resolution number - GM Period Maximum authorized amount Use of the authorization in 2012 Authorizations submitted for shareholders' approval at the General Meeting of May 3, 2013 Resolution number Period Maximum amount Increase of share capital through the issue of shares, or any other securities giving access to the share capital, with preferential subscription rights in favor of holders of existing shares 13 th (2) 26 months 30 million (1) Oct. 23, 2012: Capital increase amounting to 18 9,731,984 by issuance of th 26 months 35 million (1) 24,329,960 shares. Increase of share capital through the issue of shares, or other securities, without preferential 14 th (2) subscription rights in favor of the 26 months 9 million (3) None 19 th 26 months 9 million (4) holders of existing shares through a public offer Increase of share capital through the issue of shares, or other securities, without preferential 15 subscription rights in favor of the months 9 million (3) holders of existing shares made by private placement Increase of the number of shares issued pursuant to the three resolutions listed above Nov. 20, 2012: Issuance of 11,200,995 bonds convertible into and/or exchangeable for new or existing shares for a global amount of 259,999, The maturity date of the loan is January 1, th 26 months 9 million (4) 17 th (2) 26 months 15% of the initial issue None 22 nd 26 months 12.5% of the initial issue Increase of share capital by incorporation of reserves, profits 18 th (2) 26 months 10 million (3) None 23 rd 26 months 10 million (4) or premiums Increase of capital in order to compensate for contributions in kind Issuance of securities giving right to debt securities 19 th (2) 26 months 10% of the share capital as of the date of the Board of Directors' decision None 24 th 26 months 10% of the share capital as of the date of the Board of Directors' decision 26 th (2) 26 months 1,2 billion None 29 th 26 months 1,2 billion Increase of capital, reserving the subscription of the shares to be issued to members of a Company 20 th (2) 26 months 2.5 million (3) None 25 th 26 months 2.5 million (4) Savings Plan ( Plan d Epargne Entreprise ) (1) Aggregate ceiling for share capital increases, any operations considered, to the exception of stock-options and performance shares allocations (2) Cancels and replaces, for the non used portion, the resolutions voted in this respect during the previous General Meetings (3) Within the limit of the aggregate ceiling of 30 million (4) Within the limit of the aggregate ceiling of 35 million Stock-options, performance shares and free shares Stock-options Performance shares Resolution number - GM Period Maximum authorized amount 21 st(2) / Allocation to the employees (excluding the Chief Executive Officer and the members of the Executive Committee) 22 nd(2) / Allocation to the Chief Executive Officer and the members of the Executive Committee 23 rd(2) / Allocation to the employees (excluding the Chief Executive Officer and the members of the Executive Committee) 24 th(2) / Allocation to the Chief Executive Officer and the members of the Executive Committee 26 months 26 months 26 months 26 months Free shares 20 th months 0.81% of the share capital as of the date the Board of Directors' decision. No discount. 1.2% of the share capital as of the date the Board of Directors' decision. No discount. 0.53% of the share capital as of the date the Board of Directors' decision. No discount. 0.14% of the share capital as of the date the Board of Directors' decision. No discount. 0,5% of the share capital as of the date the Board of Directors' decision. Use of the authorization in 2012 June 26, 2012: Allocation of 590,625 options (3) June 26, 2012: Allocation of 820,000 options (3) (2) Cancels and replaces, for the non used portion, the resolutions voted in this respect during the previous General Meetings (3) Before adjustments relating to the share capital increase dated October 23, 2012 Authorizations in force during 2012 fiscal year Authorizations submitted for shareholders' approval at the General Meeting of May 3, 2013 Resolution number Period Maximum amount 26 th / Allocation to the 0.81% of the share employees (excluding the capital as of the date Chief Executive Officer 26 months the Board of Directors' and the other members of decision. the Corporate Committee) No discount. 27 th 1.2% of the share / Allocation to the capital as of the date Chief Executive Officer 26 months the Board of Directors' and the other members of decision. the Corporate Committee No discount. June 26, 2012: Allocation of 409,550 performance N/A N/A N/A shares (3) June 26, 2012: Allocation of 107,000 performance N/A N/A N/A shares (3) None N/A N/A N/A

47 Share buy-back program Authorization in force during 2012 fiscal year Resolution number - GM Period Maximum authorized amount Use of the authorization in 2012 Authorization submitted for shareholders' approval at the General Meeting of May 3, 2013 Resolution number Period Maximum amount Share repurchase 9 th (2) 18 months Limit provided by law. Maximum purchase price : 40 None 13 th 18 months Limit provided by law. Maximum purchase price : 40 (2) Cancels and replaces, for the non used portion, the resolutions voted in this respect during the previous General Meetings Capital reduction by canceling shares Authorization in force during 2012 fiscal year Resolution number - GM Period Maximum authorized amount Use of the authorization in 2012 Authorization submitted for shareholders' approval at the General Meeting of May 3, 2013 Resolution number Period Maximum amount Share cancellation 25 th (2) 18 months 10% of the share capital None 28 th 26 months 10% of the share capital (2) Cancels and replaces, for the non used portion, the resolutions voted in this respect during the previous General Meetings

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